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  1. I am a member of a pinochle club that has adopted RONR. The only money assessed to members via our bylaws is yearly dues. We want to fine members who leave our tournament early a fee of $50. Does this require amending our bylaws or can we adopt this as a standing rule at our next meeting.
  2. Our bylaws state "These Rules of Order may be amended at any meeting by two-thirds of the voting Membership." No previous notice is required according to the bylaws. So, I have two different issues: Do we have to comply with previous notice if it's not explicitly stated? This is all there is under the amendment section. My reading is that, no, we do not. Since we have an explicit rule regarding the amendment of bylaws that does not include it, it would not automatically require it just because it was in RONR. In other words, we don't have to explicitly say "no previous notice is necessary" in order to prevent having to do it. Is there a motion that, upon having given previous notice to the membership (all members are voting members, quorum is majority plus one), we can circumvent the necessity for two-thirds of the membership? If there is no way, and there is no mention of voting by any means other than what would be default in RONR, what can be done to amend the bylaws even when two-thirds of the membership may never show up at a meeting all at once? My interpretation of voting by mail and other such actions have to be written into the bylaws to be performed, but I could be taking too strict an approach. Page 424 talks of a vote by mail "when authorized in the bylaws", but the "Other methods of voting" on page 412 says they can be expressly ordered by the assembly. Thank you.
  3. I have a few questions regarding proper notification in order to change bylaws. The organization (a Union) I am apart of recently voted in changes to the bylaws. In the current bylaws it states, “Bylaws shall be adopted and amended only after a one month notice to the local’s membership and by two-thirds vote of members, either present at the meeting and voting, with provisions for absentee vote, or by mail ballot. Such bylaws do not require NEC approval. Locals shall send a copy of their bylaws, the notice and membership meeting minutes to the district office." 1) What is proper notice and what must be stated in the notice? The one month notice they sent out was after a meeting and stated that smeone moved to open to amend the bylaws and proposals would be made at the next meeting. In that same email they said to come to the meeting with your proposal and gave format in which to present it. The same email (notification) also stated that they would be voted on in the next meeting (the same meeting they are proposed) as well and only by those present at the meeting. My understanding of RONR and past practice with two other organizations was that they would be proposed then tabled. Voting woudl occur the meeting following the meeting they were proposed. After the meeting, the proposed changes would be sent out to all members, so they could read them and be able to think about friendly amending or voting yes or no. Also to make arrangements for an absentee vote. Does this count as proper notice of the changes since nothing was presented or brought up in the meeting in which it was voted to open the bylaws up to changes? It was just brought up to amend and come to the next meeting with proposals. Nothing was stated. 2) Are they in violoation of the bylaw stated above? If the above counts as proper notice, then is the Union still in violation because they did not offer any provisions for absentee ballot voting, which is clearly stated in the current bylaw? Or am I misinterpretting the current bylaw stated above? In what they claim to be the notice, they blatantly stated you had to come to the meeting to vote: zero provisions were made for absentee votes. How would someone be able to put in an absentee vote if they have no idea what they are voting on? Again this brings me back to the understanding of RONR that they should be tabled, members should be notified as to exact changes, and changes would be voted in the following meeting. In doing this an absentee ballot vote may be submitted and the member would be able to know what they are voting on. 3) If they are in violation, then what could be my next course of action be? I informally went to the Executive Board with my concerns and they have stone walled me. They believe proper notice was sent and they are within their rights. Sorry for the wordiness, but I tried to get everything in there. Any help in clarification would greatly be appreciated or if more information is needed I'd be happy to supply it.
  4. Our organization has about 45 members, an 8 member board of directors consisting of 4 officers plus 4 additional board members. Our bylaws include the statement. “All business shall be conducted in accordance with Roberts’ Rules Newly Revised.” Our board of directors, at its own initiative, is in process of rewriting the organization bylaws. The intent is to replace current bylaws completely. The “committee” doing the rewriting was selected by the board of directors to be “members of board of directors only” – Is the committee member selection in compliance with RONR? (Committee selection appears to be in conflict with Chapter XVIII Page 566 lines 24 – 32. Page 593 line 19 indicates that the “completely rewritten bylaws” should be called a “revision”.) Assuming committee member selection is not in compliance, how can an objection be raised? Assuming an objection can be made, is the objection enough to prevent a “vote to approve” for the revision? Thank you for your help Richard Kaiser
  5. I was recently elected president (actually another title equivalent to president) of an organization, which is a local affiliate of a much larger fraternal service organization. Our officer elections for the coming year consist of presenting a “slate” of nominees prepared by the nominating committee, with the opportunity for nominations from the floor. Usually there are no additional nominations, and someone moves to “close nominations and cast a unanimous ballot.” I reviewed our bylaws (which date to 1987) and found that balloting is required for all elections, without exception, so it appears that we have not been following our own bylaws in this regard for quite a while. Rather than trying to enforce the bylaws as written ("But we've always done it that way!"), I plan to propose an amendment to legitimize our current practice, since it seems to work and isn't prohibited by the parent organization. The following is my first draft; I would welcome suggestions on improving it. It would be placed immediately after the section specifying elections by ballot: “In certain circumstances, election by acclamation, as described in Robert’s Rules of Order, is an acceptable alternative to a ballot vote. When nominations have been closed, either by motion or by unanimous consent, and the list of nominees consists of no more than one nominee for each office to be elected, the presiding officer shall declare the nominees elected by acclamation.”
  6. Guest

    Rescind Nomination

    Elections of an association via bylaws call for a nominating committee, who presents a slate of officers at a specified board meeting prior to elections. Time and opportunity is given for letters of intent to run from the floor to contest elections and run against slated candidates. A person, who intends to run from the floor, is in direct violation of bylaws by being a paid by the nonprofit and being a voting member of the board (which is NOT allowed by our bylaws). Question: Upon nomination of this person, in order to address the violation do we motion for a "point of order/information"; "motion to rescind" nomination based on details in bylaws; or "motion to reconsider" ? According to Roberts it appears we could do any of these, but would like your input on which one would be the best choice. Thank you for your help!
  7. Our nonprofit youth organization has a by law I am hoping to get clarification on. It states anyone who attends 6 of our open meetings earns voting privileges and is considered a member. They do not hold an officer position. However someone who has attend the required meetings is now asking to be included on officer communications and to attend closed meetings. Can someone give me some insight as to how this is suppose to work since the bylaws give no specifics? Our officers are voted in by the board and hold tittles as well as responsibilities at our organization so I am questioning why someone who attends an amount of meeting would hold the same privilege as the officers
  8. If a decision on and issue is postponed until bylaws are revised, bylaws undergo revision, then the issue is brought forward to address, do the bylaws in effect when the issue was originally brought up rule or would the new bylaws be used? Thanks Laurie
  9. What notice is required when it is proposed that a Bylaws Convention be held to revise the Bylaws? Is it required that members be given copies of the proposed revised bylaws in advance of the "Convention"? Or, are members just notified that there will be a Bylaws Convention to revise the bylaws, and the "Convention" itself is actually a "free for all" where anything can happen to the bylaws without notice to the membership, except for those present at the "convention"?
  10. Can the Chair suspend an adopted motion that may violate the bylaws? The motion that was adopted may or may not be a "policy statement." Until the definition of a policy statement is determined, the Chair would like to suspend the decision and any action. The Board meeting via conference call was Thursday night, so it is too late to reconsider the motion. Our bylaws state that a unanimous decision is required for policy statements. While there was a clear majority, this was not a unanimous decision. Without getting too specific, the motion reads, "I move that the (named org) join the (another org.) in support of House bill __ and Senate bill ___." A Board member read a definition and it made it sound like it was not a policy statement. Another definition did make it sound like a policy statement, but the Board did not vote on which definition to use. Is there a definition for policy statement that is commonly accepted and what is the source? If this is in violation of the bylaws, what do we need to do to rescind or void this motion? Thank you!
  11. Hello everyone, I am the Parliamentarian for an organization that currently has a pledge class. In an instance we are dealing with, a pledge decided to file a complaint against another pledge. However these complaints all took place at different times, over two weeks ago and were all submitted on the same day. My question is: Is there a timeline that makes a complaint invalid? In other words, is there a time when we can say this event took place too long ago, you should have submitted it when the issue arose. We want to make sure this is not an issue with blackmail or taking information that is no longer relevant and using it out of pure spite. Any information or suggestions will be greatly appreciated. Regards, Matt
  12. New to this board so please excuse me if I'm not familiar with all the procedures... I volunteered to manage the governance documents for a state association of mothers of multiples NFP clubs. The state association is comprised of about 30 members clubs. The state association is considering a name change to better reflect our purpose and composition. Would that require an amendment to our bylaws or can we say it's an editorial change (editorial changes are allowed by our bylaws) and just change it throughout our governance documents? Furthermore, if the state association changes their name, would the member clubs have to change their bylaws to reflect our name change and would that also be via amendment within their own club or could it just be an editorial change? Thanks in advance for your assistance!!!
  13. Guest

    amendment change

    We are a non-profit organization with a 12 member board. We have a couple of people that want a by-law change. I am going to copy and paste what our by-laws state on changing something. It is my contention as president that this should not be put on our ABSENTEE ballots for our annual membership meeting that we are having in April. It is the belief of those that want this done that it should be put on the ABSENTEE ballots ahead of time. As you can see it states in our by-laws that it must be approved at a meeting of the membership..It does not state a special meeting nor does it say at the annual meeting. In the past some of the presidents have done by-law changes by putting them on the ballot ahead of time...which if i am reading this correctly, is not right. I need clarification before I am hung by my thumbs. I feel it should not be on the ballots but voted on at the annual meeting by those in attendance. Should I go with past -practice, or is there anyone out there that can clarify this to get me out of the frying pan. I'm going to be in a mess no matter what I do. But I feel this is wrong according to out by-laws, If anyone reads something else in there please help me out. I'n totally open to whatever seems right to those that know a lot more than I do... Thanks Amendments Any proposed amendments to these By-Laws must be made in writing with the proposed word change, and to include the intent, and must be posted on the Club House bulletin board at least two weeks before any meeting of the membership can be called to vote on the changes, and must be approved by a majority of members attending the meeting at which a quorum is present. All motions pertaining to separate Articles or Sections must be motioned, seconded, discussed, and voted on separately.
  14. Guest

    Adjusting Dues

    Our Bylaws state that dues should be $50 a year for membership. Last year the Executive Board approved "special" of $35 midyear as a means to increase membership. Is this permissable or should decision been voted on by the body as a bylaw change?
  15. Hello, I am a member of a small horse club. I have a situation I am trying to figure out and was hoping you might have the answer that you would share with me. We have a BOD's of 7 and a set of bylaws. The VP on the board made some negative remarks on a public forum about the "short sightedness of the BOD and how frustrating they are to work with ". Our President asked him to voluntarily step down - which he declined to do. He apologized and said he was wrong and it would not happen again. Our bylaw states - "Directors, including Officers, may be recalled by a two-thirds majority vote of the voting members registered at a General or Special Membership Meeting". So as a Board , we decided to move on - not take it to the membership - and basically forgive the Vice President.I have now been advised that the majority of the board got to re-thinking about the situation and that there .is going to be a special BOD meeting to re-visit the situation. I still say because of our by-laws - we can't vote him off if he doesn't want to step down voluntarily. So finally here is the question - I was told that this article in Robert's Rules of order would over ride our bylaws - 72. The Right of a Deliberative Assembly to Punish its Members. A deliberative assembly has the inherent right to make and enforce its own laws and punish an offender, the extreme penalty, however, being expulsion from its own body. When expelled, if the assembly is a permanent society, it has the right, for its own protection, to give public notice that the person has ceased to be a member of that society.But it has no right to go beyond what is necessary for self-protection and publish the charges against the member. In a case where a member of a society was expelled, and an officer of the society published, by its order, a statement of the grave charges upon which he had been found guilty, the expelled member recovered damages from the officer in a suit for libel, the court holding that the truth of the charges did not affect the case. While I on the other hand found this on the same website - How can we get rid of officers we don't like before their term is up?Answer: It depends. If the bylaws just state a fixed term for the officer, such as “two years,” or if they say the officer serves for a specified term “and until [the officer's] successor is elected” (or words to that effect), then the group must use formal disciplinary proceedings, which involve the appointment of an investigating committee, preferral of charges, and the conduct of a formal trial. The procedure is complex and should be undertaken only after a careful review of Chapter XX of RONR. On the other hand, if the bylaws state a term for the office but add “or until [the officer's] successor is elected,” or contain other wording explicitly indicating that the officer may be removed before the term expires, then the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership -- any one of which will suffice. A successor may thereafter be elected for the remainder of the term. Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed. [RONR (11th ed.), pp. 653-54.] The bottom line of the article above seems pretty clear to me - that we must follow our bylaws.Any simple answer that you would be willing to give me?Thanks so much for your time,Madelyn Blanton
  16. We are a small HOA, who have been working the past 7 or 8 months on revisions to the original bylaws which had several inconsistencies, errors and omissions. We formed a bylaws committee, sought input (no one from the membership ever showed up or contacted the committee) from the members and in December provided the draft of the changes to the membership (mailing included the draft, cover letter with explanation, and plan for accepting in February) again asking for comments, concerns, suggestions. No feedback from the membership. That draft included the new version of each article and section, each section followed by text with a box around it of the original version of that section, followed by a brief summary of the change made. We were keen on making sure that all information was available to the members as to what was changed and why. We followed up at the Annual Membership meeting in January with some time set aside for questions regarding the Bylaws. No questions again from the attending membership. (ok, we barely met quorum so it was a sparsely attended meeting.) We got authorization from the membership to seek legal advice on some questions we had regarding the bylaws. That done, we sent out a follow up mailing to the membership to supplement the previous document sent out showing any additional changes to that draft of the bylaws recommended and accepted by the committee to the revisions. Our goal is to have had all the discussions out in the open prior to the approval meeting so as to be able to approve the bylaws in their entirety, rather then section by section. Tho we understand that is a possibility should a member request they be approved section by section (i know there is a term for this by it is not coming to mind at the moment). We did not mail out the bylaws in their entirety again without the changed sections (in essence a copy of the bylaws as revised) as that additional cost in printing and mailing would be tough on our budget. Hoping we can send out the final approved version with those dollars. Anyway. We set a special meeting for this Saturday for the purpose of approving the bylaws as they were sent out and including the changes recommended by the lawyer. At that meeting we will have copies available to members without all the old text should someone want to use them at the meeting. Now, a week before the meeting, one of the members has returned the bylaws with some suggestions and questions. Because we have sent out notice referencing the version of changes to be voted on, I'm thinking this person would need to attend the meeting and request those changes as motions to amend the section he references. Is that correct? I'm just wanting to make sure we are not missing a step, or overlooking something that might throw a curve or derail the process on Saturday. Thanks - this has been a bit lengthy (in actual process as well as this description). I do appreciate your thoughts as we prepare for our meeting Saturday. Thanks Laurie (Pres of the HOA)
  17. I would like your opinions on this matter. We have and HOA, the Bylaws will state that to be on the Board, or on a Committee you must be in Good Standing. We had used that term thusly: “Good Standing” shall mean a Member who is current in the payment of their assessments and not in violation of the Governing documents. Violation of Governing documents as determined by the Governing body responsible for such matters, until such time as the matter is resolved or appealed." Because we are allowing for Member Representatives (required Power of Attorney stating limited power to act for Member in matters regarding the HOA - several homes have parents living in them where the child is the owner living elsewhere, and they desire their parents to participate for them in the HOA), we are considering change that requirement to indicate that the LOT must be "in good standing" so that the new definition would be thus: “Good Standing” shall mean a Lot that is current in the payment of their assessments and not in violation of the Governing documents. Violation of Governing documents as determined by the Governing body responsible for such matters, until such time as the matter is resolved or appealed." One member has suggested that Lots can make payments... rather members do. Are we adding an level on clarity to our definition by changing it? Again, we want to make sure the Member or the Member Representative is in Good Standing basically... Thanks for your thoughts. Laurie
  18. Hello, I am hoping to find some help in this forum. We are a small board and are having president problems. We believe our president may be having some personal issues which has resulted in him attacking various members of the board verbally and demanding their resignations. We really don't want to vote him out but we can no longer operate under the chaos he is causing. The ones he is trying to get to resign have all declined but he is now threatening us with an attorney although he hasn't specified what his attorney has been retained to do. What are our options? As I said, we are just a small group and none of us are fluent in bylaws or legal talk. What we do know is that anything not covered in our bylaws is to be dealt with using Robert's Rules. The board members that are being threatened believe he is going to try and have them or perhaps even the entire board removed. Can that be done? Below are excerpts from our bylaws that might be pertinent. Our bylaws are pretty generic so these seem to be the only ones that might apply. Thank you for any advice you could give. General Powers. The business, property, and affairs of XXXXXX shall be managed by the Board of Directors. F. Relations. No member shall be nominated or elected to board member position if that person is married to another board member. If two current board members are to become married to each other during their terms, one shall resign.G. Resignation. Any Director may resign at any time by providing written notice to XXXXXX . The resignation will be effective on receipt of the notice or at a later time designated in the notice. A successor shall be selected by the remaining Directors of the Board. H. Removal. In the event it appears that an officer is engaging in conduct that is inappropriate or is failing to fulfill their obligations to office, or does not attend three consecutive Board and/or community action meetings, by majority vote of the Board of Directors, such officer may be removed from office. A majority of the Directors then in office constitutes a quorum for the transaction of any business at any meeting of the Board. Actions voted on by a majority of Directors present at a meeting where a quorum is present shall constitute authorized actions of the Board. Resignation, Removal and Vacancies. An officer may resign or be removed, or a vacancy filled at any time by applying the same provisions as outlined in Article IV, Sections F, G, and H for the Board of Directors. A. President. The President shall:i. Be the chief executive officer of XXXXXX and shall have authority over the general control and management of the business and affairs of XXXXXX ;ii. Guide and direct the Board and establish and maintain relationships with public officials;iii. With Board of Director approval, have the power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation;iv. Sign all corporate documents and agreements on behalf of XXXXXX , unless the President or the Board instructs that the signing be done with or by some other officer, agent, or employee;v. See that all actions taken by the Board are executed and shall perform all other duties incident to that office. This is subject, however, to the President’s right and the right of the Board to delegate any specific power to any other officer of XXXXXX ;vi. Assure that XXXXXX business is conducted in accordance of the bylaws and IRS 501©(3) requirements;vii. Assure that all XXXXXX business is conducted in the best interest of XXXXXX .viii. Represent XXXXXX in community/public opportunities;ix. Organize opportunities in other communities and organizations.
  19. The President of our association resigned, so according to our bylaws, the 1st VP assumed the role. Along with this change, the 2nd VP was appointed 1st VP and Hospitality co-chair appointed 2nd VP, all in line with our bylaws. (Even though they are elected positions in the case of resignations, position may be appointed. We went through the necessary steps to resign and appoint.) This happened mid-fiscal year. Our bylaws state, "a person shall not be eligible to serve more than three consecutive terms in the same office." Since the new officers assumed their roles mid-year, and were not elected, can they be elected 3 years and thus effectively be in their positions 3.5 years? We also have the option of changing our bylaws to make term limits 4 years, but I'd like to avoid that if possible.
  20. Guest

    Suspension of bylaws

    If the bylaws state that an officer can serve two terms, is there any procedure or method to supersede/suspend the bylaws and Elect the officer for a third term without changing the bylaws
  21. According to our organization bylaws, no board member may hold an officer position for more than three consecutive terms (1 year each). It has been brought to our board's attention that our current chair has served more than three consecutive terms. Now our chair is being asked to step down for the remainder of the term. According to our bylaws, the vice chair should step in and serve as as the chair for the remainder of this term, but the vice chair doesn't want the position.. So, what happens now based on Robert's Rules?
  22. Guest

    President Issues

    I have a few questions maybe someone can help me with this. I at recent meeting new Officers was elected for a new term in office. At the time there was no bylaws available to check anything. Once the election was over a few weeks later our bylaws came to light. It states to be a member in good standing you have to attend 5 meetings a year unless you otherwise put in an excuse by calling the vice president and let them know the reason. ok saying that we had election where the current President stepped down after several years of service and the Vice President was ready to step up to take the Presidents Office. A "new" member who has only attended 2 meeting before "volunteered" themselves saying the other members would like them to run. So there was a vote taken with the member who has only attended 2 meeting winning the vote but with several "new members" voting that was their first meeting. The Vice President at the time had to be excused due to an emergency phone call, came back to the meeting to be told that this had happened. There is a lot of tradition, helpfulness, and usually a very good report with all members. Now this New President is trying to change everything that is tradition and the members that have been there for a number of years some into 30 years or more will not even come to meetings putting in excuses and want nothing to do with the new President. Ok now saying all that is there a way to "impeach" the President or make the President resign the position due to the bylaws of how membership is or will we loose all of our traditions to this new President and I feel that we will loose many of our members.
  23. Guest

    11th edition

    Our association Bylaws say we must follow the most current edition of Roberts Rules. Our Board has been following the 10th edition . Are motions that passed that are contrary to the 11th edition changes valid ?
  24. Guest

    Club Bylaws

    A vote to override an exisitng bylaw will be requested at our general membership meeting asking membership to vote in favor of giving a single member additional dock footage to fit their new larger boat. The bylaw in question states that if a members boat no longer fits their dock, they must bid on a dock that does. My question is, can a vote be held to override an exisiting bylaw? Thank you.
  25. An organization recently adopted several amendments to its bylaws. As is customary, the amendments were shown in context with strike-out to show words to be stricken and underscore to show words to be inserted or added. All the changes were properly noticed and adopted with the required vote. Problem: After the meeting the Secretary discovered that the marked-up language that was presented to the members came from an old version of the bylaws (2010) and not the most current (2013.) In some cases the 2010 and 2013 language is identical so there may be no issue. But in other cases, there were intervening amendments between 2010 and 2013 so that the notice of the proposed 2014 changes is affected in different ways: 1) in 2010 the bylaws had "three" members on a committee. The 2013 bylaws show "five". The 2014 amendment, because it was based upon the incorrect 2010 version, was to "strike three" and insert "up to seven" when it should have been shown as strike "five". While there is a difference between the 2010 and 2013 versions, the intent of the most recent amendment is clear and the adopted amendment could easily be given effect without altering any other language. Other instances are not so clear. 2) Some of the amendments can be given effect in the corresponding sections of the 2013 bylaws -- but would require some non- substantive changes in grammar, tense, and punctuation. 3) A paragraph in the treasurer's duties was amended via strike and insert. Because they were working with the 2010 language and not 2013, the language to be inserted omitted a sentence that had been added sometime between 2010 and 2013 . Is it still in the bylaws because it wasn't shown as stricken? Or is it now out, because it wasn't shown in language to be inserted? Or did the error effectively destroy the notice so that the entire amendment is null and void in any event? 4) Some of the amendments cannot be reconciled because they amended language in the 2010 bylaws that is no longer in the 2013 bylaws. Others cannot be reconciled because to correct the corresponding sections of the 2013 bylaws would require collateral changes to other sections that were not noticed. Question: Would you advise the organization that the error of using 2010 as the base document instead of 2013 renders all of the amendments null and void and they should start the entire process over? Or, would you advise the organization to salvage what can be reconciled and redo only those changes that cannot be reconciled? (I.e., give validity to (1) and (2) but have them redo (3) and (4)?
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